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EXHIBIT 6.13
COMMON STOCK PURCHASE WARRANT (SAMPLE)
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EXHIBIT 6.13
COMMON STOCK PURCHASE WARRANT
THIS WARRANT REPRESENTS THE RIGHT TO PURCHASE
UP TO 25,000 SHARES OF THE COMMON STOCK OF
OMICRON TECHNOLOGIES, INC.
FOR VALUE RECEIVED, OMICRON TECHNOLOGIES, INC., a Florida corporation,
(the company), promises to sell and deliver to shares of the
Common Stock, of par value $0.001, of the Company, shares upon the
payment by the Holder to the Company of the Exercise Price as set out
below, in U.S. Funds and which will be accepted subject to collection.
This Warrant is issued on this th day of , 1999.
The Exercise Price is as follows:
TRANSFER RESTRICTION NOTICE.
This Warrant, and the securities issuable upon its exercise (in whole or
part) have not been registered under the Securities Act of 1933, as
amended (the Act), nor the securities laws of any other jurisdiction,
and may not be sold, transferred or otherwise disposed of unless:
i) an appropriate S.E.C. Registration Statement covering the Warrants
and their underlying securities is in effect; or
ii) Company counsel is satisfied that such registration is not then
required and that this Warrant and the underlying securities may be
sold, transferred or otherwise disposed of in the manner contemplated
without registration under the Act.
Holder Of Record
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1. WARRANT EXERCISE.
The Holder shall be entitled to purchase up to shares the Common
Stock of the Issuer, at any time from the date of this agreement, until
the Expiration Date.
To exercise this Warrant, in whole or in part, the Holder shall tender
payment in U.S. funds, to the Company of the Exercise Price per share,
multiplied by the number of shares bring purchased, with a properly
completed Form Of Exercise, together with this Original Warrant
Agreement.
If exercise is for less than the aforesaid shares, the Company shall
issue a new Warrant to the Holder, covering the unexercised shares, upon
the same terms and conditions hereof.
2. DEMAND REGISTRATION.
At any time prior to the Expiration Date, the holders of a majority of
the aggregate securities issuable upon the exercise of this Warrant and
all other such Warrants which have been issued by the Company as part of
the same transaction for which this Warrant has been issued, may by
written notice to the Company, request that the Company cause a
registration statement covering the Warrant(s) and the underlying shares
be filed with the Securities And Exchange Commission, (S.E.C.) as
expeditiously as possible after such notice. The Company shall use its
best efforts to cause such filing, and shall bear all of the reasonable
cost and expenses to file such registration statement with the S.E.C.
and all applicable BLUE Sky filings.
The Company shall not be obligated to file a registration statement with
the S.E.C. at a time when it would require a special financial audit be
undertaken to furnish the appropriate financial statements for such
registration statement.
In lieu of a registration statement with the S.E.C., upon the Holders
demand for registration, the Company may at its option, repurchase the
remaining Warrants from the Holders. In such case, the purchase price
shall be that price. Per share, which is equal to the average closing
bid price for the 30 days immediately preceding the demand for
registration, minus the Exercise Price. The Holder has no right to
request that the Company take this course of action in lieu of
registration. This repurchase is strictly optional and the Company may
only consider this course of action if its working capital requirements
allows for the expenditure of the funds necessary to accomplish this
repurchase option.
The Holder shall cooperate fully with the Company by providing all
necessary and relevant information required to effectuate a registration
statement.
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1. PIGGYBACK REGISTRATION
At any time prior to the Expiration Date, should the Company file a new
registration statement under the Act covering any securities to be
issued by the Company, (other than a registration statement on Form S-8
or S-20 or any Form which dose not include substantially the same
information as would be required for the general registration of
securities) the Company shall give prompt written notice to the Holder,
offering to include in such registration statement any of the Warrants
and underlying shares hereof The Company shall bear all of the
reasonable cost of such filings. The Holder must notify the Company
within twenty days of receipt of the aforesaid notice of his/her
intention to participate in this registration.
The Holder shall cooperate fully with the Company in the preparation of
such registration statement by furnishing information required for such
filings. All piggyback registration rights terminate on the Expiration
Date.
2. STOCKHOLDER RIGHTS
By virtue of this Warrant, the Holder hereof is not entitled to any
legal or equitable rights, including voting rights, as a shareholder in
the Company.
3. ANTI-DILUTION PROVISIONS
The number of shares underlying this Warrant may be proportionately
increased in the event that the Company causes to be more shares as a
stock dividend or other such reclassification, or conversely,
proportionately decreased if a reverse split or other such
reclassification is declared. In the event that shareholders are granted
the right to purchase additional shares from the proceeds of a cash
dividend by the Company, such event shall be treated as a stock dividend
as relates to the Holder's Anti-dilutive rights.
4. SUCCESSOR CORPORATION
All rights granted to the Holder hereof shall survive any merger,
consolidation or other business combination of the Company with another
(successor) entity. The Holder shall have the same anti-dilutive rights
in such case, in the securities of the new entity.
5. EXERCISE PRICE ADJUSTMENTS
Upon the occurrence of each event requiring an adjustment in the
Exercise Price, or the number of underlying shares, the Company shall
give prompt written notice, setting forth the computation used to arrive
at the adjusted price or number of underlying shares. The computations
shall be made by the Company's Chief Financial Officer or the Company's
accountants. Such computations shall be conclusive and binding upon the
Holder unless
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written objection is given to the Company, within fourteen days from the
date of the Company's initial notice.
6. DISSOLUTION OR LIQUIDATION OF THE COMPANY
In the event that the Company is dissolved, or otherwise liquidates a
substantial portion (i.e. 60% or more) of its assets with the intent to
make a distribution to shareholders of the proceeds therefrom (including
the sale of assets of a wholly-owned subsidiary) the Holder shall be
entitled, after proper exercise of the Warrants, in Whole or in part, to
participate in the distribution on the same terms and conditions as are
all of the other shareholders.
In such event, the Company shall give 30 days written notice to the
Holder. Failure of the Holder to exercise within 30 days from the date
of the Company's notice, shall cause all such rights in the Warrants to
terminate. The Company may finalize the intended transaction but it may
not make any shareholder distribution during the 30 day notice period.
7. NON-ADJUSTMENT EVENTS
It is acknowledged and agreed that no price or quantity adjustments
shall be required in the event that the Company issues shares of its
common stock: a) upon the exercise of Warrants or options granted
previously to the date hereof:) b) pursuant to any stock option plan or
employee benefit plan: or c) for any purpose in connection with debt or
equity offerings.
8. AVAILABLE SHARES
The Company agrees to reserve and keep available out of its authorized,
and issued capital shares, sufficient shares to cover the exercise of
all of the shares covered by this Warrant Agreement. Further, that upon
issuance, such shares shall be validly issued, fully paid and
non-assessable.
9. MISCELLANEOUS
a) LOSS OF WARRANT. In the event of the loss, theft, destruction or
mutilation of this Warrant Agreement, the Company shall execute and
deliver a new Warrant in exchange for and upon the surrender and
cancellation of such mutilated or defaced Warrant.
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If the Warrant Agreement was lost or stolen, the Company may, at its
option, as a condition to the execution and delivery of a new Warrant
Agreement, require that the Holder produce satisfactory indemnity to the
Company. The Holder may be required to post a surety bond to protect the
Company from conflicting claims.
b) RECORD OWNER. At the time this Warrant is surrendered for exercise,
together with the completed Form of Exercise and the monetary
consideration required, the person so exercising shall be deemed to be
the Holder of record, notwithstanding that the stock transfer books of
the Company shall then be closed, or that certificates representing such
securities shall be actually delivered to such person.
c) FRACTIONAL SHARES. No fractional shares shall be issued under any
circumstances. The Holder may elect to remit additional funds to obtain
the next full share, or the Company may reimburse the Holder for such
fractional amount. In no event shall the Company issue more shares than
were duly registered in accordance with the federal and state securities
laws, or to which an exemption therefrom applies.
d) NOTICES. All notices required hereunder shall be in writing, delivered
by certified, registered or express mail, return receipt requested, to
the address of record of the party being noticed. All time periods to be
determined under notice shall be so counted from the actual date of
mailing.
e) BEST EFFORTS. In the event that a registration is undertaken, the
Company agrees to use its best efforts to assure that the Warrants and
the underlying shares are included therein on a timely basis.
f) STOCK ISSUANCE TAXES. The Company shall bear full responsibility for
payment of any federal or state stock issuance taxes which may be
required.
g) TRANSFER RESTRICTIONS. This Warrant, and its underlying shares of common
stock have not been registered under the Act. Accordingly, this Warrant
Agreement, including replacements, shall bear the following legend upon
its face:
TRANSFER RESTRICTION NOTICE.
This Warrant, and the securities issuable upon its exercise (in whole or in
part) have not been registered under the Securities Act of 1933, as amended (the
Act), nor the securities laws of any other jurisdiction, and may not be sold,
transferred or otherwise disposed of unless:
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i) an appropriate S.E.C. Registration Statement covering the Warrants
and their underlying securities is in effect; or
ii) Company counsel is satisfied that such registration is not than
required and that this Warrant and the underlying securities may be sold,
transferred or otherwise disposed of in the manner contemplated without
registration under the Act.
All Warrants presented for transfer must be accompanied by a duly
executed and completed Form Of Assignment. Prior to the effectiveness of any
future registration statement covering this Warrant Agreement, the Company may
accept or reject such transfer attempt, based upon its counsel's opinion as to
whether or not such an event may take place in the absence of an effective
registration. In case of rejection, the Company shall not have any legal
obligation to effectuate such transfer.
h) ENTIRE BINDING AGREEMENT. This agreement represents the entire agreement
between the two parties. No change, alteration, or other modification
hereof may be made except by a further written agreement, duly executed
by the parties hereto. No oral agreement or understanding, express or
implied, shall invalidate, empower or affect this written Agreement. By
acceptance of this Warrant Agreement, the Holder agrees to be bound by
all of its terms and conditions.
i) INTERPRETIVE LAW. This Warrant Agreement shall be governed by and
construed in accordance with the laws of the State of Florida. In the
event of a controversy arising herefrom, it is agreed and consented to
that jurisdiction and venue of the courts of the State of Florida.
j) EXPIRATION DATE. This Warrant expires at 5.00 P.M. (Eastern Time) on the
third anniversary of the date of execution hereof In the event that the
Holder demands registration (paragraph 2 above) of the Warrant and the
underlying shares, this Warrant Agreement shall not terminate until the
expiration of six (6) months from the effective date of such
registration, or upon the exercise hereof, which ever occurs first. The
purpose of this provision is to assure that the Holder does not suffer
the loss of the right to exercise hereunder from a delay in the
effectiveness of a registration, for any reason.
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IN WITNESS WHEREOF, the Company, by its duly authorized officers has
executed this Warrant on the day of , 1999.
OMICRON TECHNOLOGIES, INC.
By: By:
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Secretary President
